Troy Standish - Oct 11, 2024 Form 3 Insider Report for NAVIENT CORP (NAVI)

Signature
/s/ Elizabeth Han (POA) for Troy Standish
Stock symbol
NAVI
Transactions as of
Oct 11, 2024
Transactions value $
$0
Form type
3
Date filed
10/21/2024, 07:13 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding NAVI Common Stock 174K Oct 11, 2024 Direct F1, F2, F3
holding NAVI Common Stock 13.6K Oct 11, 2024 By 401(k)

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding NAVI Phantom Stock Units Oct 11, 2024 Common Stock 795 $0.00 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reporting person's common stock balance includes grants of restricted stock units (RSUs) and performance stock units (PSUs) under the Navient Corporation 2014 Omnibus Incentive Plan and under the Navient Corporation 2024 Omnibus Incentive Plan, which are classified as "Common Stock," as permitted, since the awards will be settled solely by delivery of shares of Navient common stock. 9,118 RSUs granted in 2022 have or will vest in one-third increments on the first, second and third anniversary of the grant date (February 4, 2022). 5,946 RSUs granted in 2023 have or will vest in one-third increments on the first, second and third anniversary of the grant date (February 6, 2023). 12,507 RSUs granted in 2024 will vest in one-third increments on the first, second and third anniversary of the grant date (February 9, 2024). An additional 7,697 RSUs granted in 2024 will vest in one-third increments on the first, second and third anniversary of the grant date (May 23, 2024).
F2 10,030 PSUs granted in 2022 will vest and be settled at a specified percentage of the target award based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2024. The performance conditions shall be those approved by the Compensation Committee (the "Committee") in connection with the Company's 2022 Long-Term Incentive Program and are set forth in the form of PSU award agreement applicable to the performance period. 6,147 PSUs granted in 2023 will vest and be settled at a specified percentage of the target award based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2025. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2023 Long-Term Incentive Program and are set forth in the form of PSU award agreement applicable to the performance period.
F3 14,741 PSUs granted in 2024 will vest and be settled at a specified percentage of the target award based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2026. The performance conditions to be used shall be those approved by the Committee in connection with the Company's 2024 Long-Term Incentive Program and are set forth in the form of PSU award agreement applicable to the performance period. Each vested PSU will be settled in shares of the Company's common stock. Dividend equivalent rights issued on RSUs are included in the reporting person's common stock holding balance.
F4 Each share of phantom stock is the economic equivalent of one share of Navient common stock. The shares of phantom stock will be settled in cash or shares of Navient common stock based on the reporting person's deferral and distribution elections in the Navient Corporation Supplemental 401(k) Savings Plan and the Navient Corporation Deferred Compensation Plan for Key Employees.

Remarks:

Exhibit 24 - Power of Attorney